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Letter Enclosing Agreement document sample
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October 23 2008
Martha Williams
ANTIQUES PLUS
P O Box 89
Genoa Nevada 89411
Dear Martha
Please find enclosed a formal agreement that whensigned provides you Phil
Stoll and Gilles LaGourgue with the
opportunity to join with the Town in obtaining
a single Outdoor Entertainment and Festival permit from
Douglas County to cover
not only the 2009 Candy Dance but also Peddler Fair Autumn Boutique and
s
Gilles Menagerie Festival The Town intends to apply for the permit in December
2008
The agreement outlines all terms and conditions for obtaining a single permit in a
cooperative and cohesive manner These terms are based on the meetings that
were held over the last several months between Town
representatives and you
and Phil representing Gilles well as
as yourselves
Please review and sign both copies and return them to the Town When all
signatures have been obtained you will receive a copy for your files If you have
any questions or concerns please do not hesitate to contact me at 775 782
8696
Sin
f
Gonzales ow Manager
OF GEN
AGREEMENT
THIS AGREEMENT Agreement is made and entered into this ofNovember
day
2008 by and between the Town ofGenoa Town Genoa and Martha Williams
or
Williams
Phil Stoll
Stoll and Gilles LaGourgue LaGourgue herein collectively known as the
Parties and individually may be known as a Parry for the purposes of cooperating in and for
The Candy Dance in 2009 and beyond if agreeable during the time place and date scheduled for
The Candy Dance 2009 and the associated permits events and activities related thereto
WHEREAS the Town holds an annual event The Candy Dance for which an Outdoor
Festival Permit is and from and
required by Douglas County
WHEREAS Martha Williams individually and on behalf of Antiques Plus and Peddler
s
Fair desires to hold an event Williams Event at the same time date and place as The Candy
Dance and
WHEREAS Phil Stoll individually and on behalf ofAutumn Boutique desires to hold an
at the same time date and place as The
event Stoll Event Candy Dance and
WHEREAS Gilles
LaGourgue individually and on behalf of La Ferme and Gilles
Menagerie Festival
LaGourgue Event desires to hold an event at the same time date and place
as The Candy Dance and
WHEREAS the Parties desire to cooperate and share equitably in the expenses planning
and
organization of The Candy Dance 2009 and
WHEREAS The Candy Dance and each ofthe Parties events are held certain
on
grounds
within the Town of Genoa
Premises
NOW THEREFORE in consideration ofthe aboverecitals
stated each and every ofwhich
is term and
consideration of the Parties and incorporated into their Agreement as
an
important
essential terms and conditions hereof and for good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged the Parties and the Town agree as follows
1 PURPOSE
The purpose ofthis Agreement is to provide a cooperative and cohesive atmosphere wherein
the Parties will equitably bear the burden of facilitating their individual events in a cohesive and
productive manner to provide for of each individual event
a
integrated larger event composed
e
PARTICIPATION 1
2
Each
Party shall as avolunteer in the planning organization execution and
participate or
administration of The Candy Dance in 2009 and beyond if agreed Each party shall participate in
one or more of the
following areas candy making publicity logistical planning Operations
Committee jurying vendor booths merchandising and the dinner dance Each of Williams
or
Stoll and LaGourgue shall in more of the activities identified in the
participate one or
preceding
sentence
3 COSTS
For each booth sold
by the Parties in the Williams
Event the Stoll Event and the LaGourgue
Event each
party agrees to pay to the Town TWENTY DOLLARS AND 72
SIX 100 26 per
72
booth which represents an
equitable share of the fees and services associated with the Douglas
County Outdoor Festival Permit including but not limited to the festival and road closure permits
East Fork Fire and Paramedic Department fees s
Douglas County Sheriff Office fees Nevada
Highway Patrol fees the creation and
transportation ofReader Boards any costs associated with
vendor parking management ofload and load vendors as required by Douglas County and
in outof
all related and necessary fees and services associated with The
Candy Dance
4 PAYMENTS
v S
eC GE
to the Town
Payments by each Party shall be no later tha
5 TERM
The term of this Agreement is for one 1 year subject to renewal upon all Parties written
consent at least nine 9 months prior to the next annual event succeeding The Candy Dance 2009
6 QUALITY STANDARDS
i
Quality Standards for The Candy Dance and each event hosted by each Party shall be
i
established for all art and craft vendor
products sold during The Candy Dance 2009 and thereafter
These standards shall be developed by the Parties and the Town representatives no later than
November 14 2008 and enforced by the Parties and the Town during all times prior to and during
or
The
Candy Dance 2009
7 INSURANCE
r
Each
Parry shall obtain general liability insurance in the amount f TWO MILLION
DOLLARS 2 or before January 15 2009 and provide proof ofsame
000
00
000on tie Town
Such insurance shall be the Town and name the Town and
approved by Douglas County as an
additional insured
8 NOTICES
Notices and Communications
Notices required or permitted to be given in connection
with this Agreement shall be mailed by certified or registered United States mail postage prepaid
or delivered
either personal delivery or delivery by private express courier service such as Federal
Express Notices may also be given by fax provided that i confirmation of
completed
transmission is obtained and ii concurrent notice is given by one of the methods described in the
preceding sentence with deposit in the mail or delivery to the courier to be made no later than the
next business day following the fax transmission The Parties addresses for Notices are
Sheryl Gonzales The Town ofGenoa
2289 Main Street
O
P Box 14
Genoa NV 89411
Martha Williams D
B
A Antiques Plus and Peddler Fair
s
O
P Box 89
Genoa NV 89411
B Autumn
A
Phil Stoll D Boutique
1625 Highway 88 Suite 201
Minden NV 89411
Gilles LaGourgue A
D La Ferme and Gilles
B Festival
Menagerie
O
P Box 97
Genoa NV 89411
The person and the place to which Notices are to be mailed or delivered maybe changed by
either party by written notice to the other p given in accordance with the provisions of this
3
Section Notices sent in accordance with this Section shall be effective
upon receipt or on the date
of refusal to accept delivery of such notice
9 CANCELLATION
Ifthis
Agreement is cancellec any
y
h P
arty or the Town at
any time prior to January 15
2009 payments by the cane
any and all Party shall be reimbursed If a Party cancels this
Agreement on or before February 16 2009
Fi Percent 50 ofthe fees paid will be returned to
the cancelling If aParty cancels this
Party Agree tat anytime after
February 16 2009 no fees
will be returned
10 RISK OF LOSS
If any portion ofthe Parties Premises are destroyed or materially damaged
before during
or after The Candy Dance each Party shall bear the risk of loss and shall hold the Town
free clear
and harmless therefrom
11 AMENDMENTS
SUPPLEMENTS
This Agreement may be amended and
or supplemented by a written addendum agreed to
between the Town and each and the Town and each
Party signed by Party or their representatives
18 SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors heirs administrators and assigns
N
19 WAIVERS
Except as herein expressly provided ver by a Party or the Town of any breach ofthis
Agreement shall be deemed to be a waiver of a y other breach
by such other Party whether
preceding or succeeding and whether or not of th same or similar nature and no acceptance of
payment or performance by the Town after any b each by a Party shall be deemed to be awaiver of
any breach ofthis Agreement or of any represent
or not another
or
warranty hereunder by such Party whether
Party knows of such breach at the time ofpayment or performance
9
20 S
ATTORNEY FEES
If a Party or the Town brings an act in enforce
or
equity to or
interpret or seek
redress for breach of this Agreement the p in such action shall be entitled to its
Party
litigation
expenses and reasonable attorney less fees in addition to all other appropriate
relief Such shall include an appeal
21 GOVERNING LAW
This Agreement shall be construed and interpreted and the rights ofthe Parties determined
in accordance with the laws ofthe State ofNevada Venue for all or any proceedings shall be the
Ninth Judicial District Court in and for Douglas County State of Nevada
22 HEADINGS AND CAPTIONS
The headings and ofthe sections ofthis
captions Agreement are for convenience ofreference
only and shall not affect the
meaning or interpretation ofthis Agreement or any provision hereof
23 WAIVER OF OR JUDGE AND JURY TRIAL
The Parties and the Town desires nd intend that
respect to or in connection
with this
Agre
arbitration proceeding Therefore the Town a
subje
en t be expeditiousto
arising
a
between them with
resolution in
bidiong
v
each Pa hereby waive the right to atrial byjudge
and jury ofany cause ofaction claim counter aim r cross complaint in any action proceeding
or
or other
hearing brought by either the Town ag a a
Party or a Party against the Town on any
matter whatsoever arising out of or in cted with this Agreement the
any way c
relationship
between the Town and a
Party concerning the si ject after of this Agreement or the documents
related thereto or any claim of
injury or da e or th enforcement of any remedy under any
statute law ordinance rule or regulation n or hereafter effect concerning such agreements
12 ASSIGNMENTS L
No Party may assign it is delegate its duties hereunder without the prior written
consent of the Town which consent s
maybe withheld in the Town absolute discretion
rya
13 INTERPRETATION
Whenever used herein the term including shall be deemed to be followed by the words
without limitation Words used in the singular number shall include the plural and vice
versa
and any gender shall be deemed to include each other gender The captions and headings of the
Sections ofthis Agreement are for convenience ofreference only and shall not be deemed to define
or limit the provisions hereof
14 EXECUTION AND CHANGE
It is understood and agreed that until this Agreement is fully executed and delivered by each
Party and the Town there is not and shall not be an agreement of any kind between the Parties
hereto upon which any commitment undertaking
obligation can be founded It is further agreed
or
that once this
Agreement fullyis delivered it will contain the entire agreement
executed and
between the Parties hereto and that in executing it the Parties do not rely upon any statement
promise or representation not herein expressed and this Agreement once executed and delivered
shall not be modified changed or altered in any
respect except by awriting executed and delivered
in the same manner as required for in this Agreement
ti
15 TIME IS OF THE ESSENCE
Tirne is ofthe essence of this Agreement and each and every term condition and provision
hereof Ifthe fmal date of any period oftime set forth herein occurs on a Saturday Sunday or legal
holiday then in such event the expiration ofsuch period oftime shall be postponed to the next day
that is not a Saturday Sunday or legal holiday
16 NO VENTURE
7
It i not intended by this Agreement to and nothing contained in this Agreement shall create
any partnership joint venture or other joint or equity type agreement between the Parties and the
Town with respect to any rights to The Candy Dance Each party is acting as an independent
contractor with the Town T
v C
l
t Ge
y r
17 FURTHER ACTS
Each party the request of the other execute acknowledge if appropriate and
shall at
deliver whatever additional
documents and do such other acts as may be reasonably required in
order to accomplish the intent andpurposes ofthis
Agreement including but not limited t revisiting
and revising the jurying requirements with the Parties and the Town on November 14 200
24 NO THIRD PARTY BENEFICIARIES a
No term or provision of this Agreement is intended to e shall be for the benefit of any
person firm organization or
corporation not a party hereto nd no such other person
firm
organization or corporation shall have any right or cause of tion reunder
25 INVALID PROVISIONS
If any provision of this Agreement or any portion of a term or provision hereof or
term or
the application thereof to any parties or circumstance shall to any extent be invalid or
unenforceable the remainder ofthis Agreement or the application of such term or provision or
portion thereof to parties or circumstances other than those as to which is held invalid or
unenforceable shall not be affected thereby and each term and provision of this Agreement and
each portion thereof shall be valid and be enforced to the fullest extent
permitted by law
IN WITNESS WHEREOF the Town and the Parties hereto have executed this Agreement
on the respective dates set opposite their signatures below but this
Agreement an behalf of such
party shall be deemed to have been dated as of the date first above written
Town of Genoa Date
by and through its
Martha Williams Date
Antiques Plus s
and Peddler Fair
Phil Stoll Date
Autumn Boutique
Gilles LaGourgue Date
La Ferme
Gilles Menagerie Festival
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